Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 48 of 82 Assignor represents and warrants to Assignee that the Personal Property and the Intangible Personal Property are free from any liens and encumbrances. Assignor agrees to indemnify and hold harmless Assignee from all obligations and liabilities arising prior to the Effective Date (hereinafter defined) out of Assignor's performance or failure to perform Assignor's obligations under the Assigned Property, including as owner under the Service Contracts. Assignee hereby accepts and agrees to perform all of the terms, covenants and conditions to be performed by Assignee under the Assigned Property, including as owner under the Service Contracts, from and after the Effective Date but not prior thereto. Assignee agrees to indemnify and hold harmless Assignor from all obligations and liabilities arising from and after the Effective Date out of Assignee's performance or failure to perform Assignee's obligations under the Assigned Property, including as owner under the Service Contracts. This Assignment shall be governed by the laws of the State of California. This Assignment shall be effective as of the Closing Date, as such term is defined under the Agreement (the "Effective Date"). This Assignment may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one (1) agreement.